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MERGER AND RESTRUCTURING ACTIVITY | 6 Months Ended
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Jun. 27, 2020
Business Combinations [Abstract] |
MERGER AND RESTRUCTURING ACTIVITY | NOTE 3. MERGER AND RESTRUCTURING ACTIVITY Since 2017, the Company has taken actions to optimize its asset base and drive operational efficiencies. These actions include acquiring profitable businesses, closing underperforming retail stores and non-strategic distribution facilities, consolidating functional activities, eliminating redundant positions and disposing of non-strategic businesses and assets. The expenses and any income recognized directly associated with these actions are included in Merger and restructuring expenses, net on a separate line in the Condensed Consolidated Statements of Operations in order to identify these activities apart from the expenses incurred to sell to and service customers. These expenses are not included in the determination of Division operating income. The table below summarizes the major components of Merger and restructuring expenses, net.
|  | Second Quarter |  |  | First Half |
(In millions) |  | 2020 |  |  | 2019 |  |  | 2020 |  |  | 2019 |
Merger and transaction related expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Severance and retention |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1 |
Transaction and integration |  |  | 7 |  |  |  | 5 |  |  |  | 14 |  |  |  | 12 |
Total Merger and transaction related expenses |  |  | 7 |  |  |  | 5 |  |  |  | 14 |  |  |  | 13 |
Restructuring expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Severance |  |  | 42 |  |  |  | 40 |  |  |  | 42 |  |  |  | 40 |
Professional fees |  |  | 5 |  |  |  | 16 |  |  |  | 11 |  |  |  | 19 |
Facility closure, contract termination, and other expenses, net |  |  | 11 |  |  |  | 8 |  |  |  | 14 |  |  |  | 11 |
Total Restructuring expenses |  |  | 58 |  |  |  | 64 |  |  |  | 67 |  |  |  | 70 |
Total Merger and restructuring expenses, net |  | $ | 65 |  |  | $ | 69 |  |  | $ | 81 |  |  | $ | 83 |
MERGER AND TRANSACTION RELATED EXPENSES In the second quarter and first half of 2020, the Company incurred $7 million and $14 million of merger and transaction related expenses, respectively. Severance and retention include expenses related to the integration of staff functions in connection with business acquisitions and are expensed through the severance and retention period. Transaction and integration include legal, accounting, and other third-party expenses incurred in connection with acquisitions and business integration activities primarily related to CompuCom. Facility closure, contract termination, and other expenses, net relate to facility closure accruals, contract termination costs, gains and losses on asset dispositions, and accelerated depreciation. RESTRUCTURING EXPENSES Maximize B2B Restructuring Plan In May 2020, the Company’s Board of Directors approved a restructuring plan to realign the Company’s operational focus to support its “business-to-business” solutions and IT services business units and improve costs (“Maximize B2B Restructuring Plan”). Implementation of the Maximize B2B Restructuring Plan is expected to be substantially completed by the end of 2023. The Maximize B2B Restructuring Plan aims to generate savings through optimizing the Company’s retail footprint, removing costs that directly support the Retail business and additional measures to implement a company-wide low-cost business model, which will then be invested in accelerating the growth of our business-to-business platform. The plan is broader than restructuring programs we have implemented in the past and includes closing and/or consolidating distribution facilities and retail stores and the reduction of approximately 13,100 employee positions by the end of 2023. The Company is evaluating the number of retail store and distribution facility closures and/or consolidations, as well as the timing of any such closures and/or consolidations, however it is generally understood that closures will approximate the store’s lease termination date. It is estimated that approximately 73 retail stores and one distribution facility will be closed by the end of 2020. Such closures are in addition to the closures the Company anticipates in connection with the Business Acceleration Plan, as discussed below. There were no closures or consolidations under the Maximize B2B Restructuring Plan during the second quarter of 2020. Total estimated restructuring costs related to the Maximize B2B Restructuring Plan are expected to be approximately $143 million, comprised of:
| (a) | severance costs of approximately $55 million;
| (b) | facility closure costs of approximately $51 million, which are mainly related to retail stores; and
| (c) | other costs, including contract termination costs, to facilitate the execution of the Maximize B2B Restructuring Plan of approximately $37 million.
The total costs of approximately $143 million above are expected to be cash expenditures through 2023 funded primarily with cash on hand and cash from operations. In the second quarter of 2020, the Company incurred $51 million in restructuring expenses associated with the Maximize B2B Restructuring Plan which consisted of $42 million in severance and $9 million of facility closure costs and other that were mainly related to facility closure accruals, gains and losses on asset dispositions, and accelerated depreciation. Of these amounts, $3 million were cash expenditures in the second quarter of 2020. Business Acceleration Program In May 2019, the Company’s Board of Directors approved the Business Acceleration Program, which is a company-wide, multi-year, cost reduction and business improvement program to systematically drive down costs, improve operational efficiencies, and enable future growth investments. In connection with the Business Acceleration Program, the Company anticipates closing approximately 90 underperforming retail stores and 8 other facilities, consisting of distribution centers and sales offices, by the end of 2020. In the second quarter and first half of 2020, the Company closed 35 and 47 retail stores, respectively. The Company closed one other facility in the second quarter and first half of 2020, and 7 other facilities were closed as of the end of 2019. Total estimated costs to implement the Business Acceleration Program are expected to be approximately $108 million, of which approximately $100 million are expected to be cash expenditures through 2020 funded primarily with cash on hand and cash from operations. The Company incurred $96 million in restructuring expenses to implement the Business Acceleration Program since its inception in 2019 through the end of the second quarter of 2020. Implementation of the Business Acceleration program is expected to be substantially complete by the end of 2020. In the second quarter of 2020, the Company incurred $6 million in restructuring expenses associated with the Business Acceleration Program which consisted of $4 million in third-party professional fees, and $2 million of retail store and facility closure costs and other. The Company made cash expenditures of $13 million for the Business Acceleration Program in the second quarter of 2020. In the first half of 2020, the Company incurred $14 million in restructuring expenses associated with the Business Acceleration Program which consisted of $9 million in third-party professional fees, and $5 million of retail store and facility closure costs and other. The Company made cash expenditures of $23 million for the Business Acceleration Program in the first half of 2020. Other Included in restructuring expenses in the second quarter and first half of 2019 were costs incurred in connection with the Comprehensive Business Review which concluded at the end of 2019. These costs included severance, facility closure costs, contract termination, accelerated depreciation, relocation and disposal gains and losses, as well as other costs associated with retail store closures. Included in restructuring expenses in the second quarter and first half of 2020 were third-party professional fees incurred in connection with the Reorganization. MERGER AND RESTRUCTURING ACCRUALS The activity in the merger and restructuring accruals in the first half of 2020 is presented in the table below. Certain merger and restructuring charges are excluded from the table because they are paid as incurred or non-cash, such as accelerated depreciation and gains and losses on asset dispositions.
|  | Balance as of |  |  |  |  |  |  |  |  |  |  | Balance as of |
|  | December 28, |  |  | Charges |  |  | Cash |  |  | June 27, |
(In millions) |  | 2019 |  |  | Incurred |  |  | Payments |  |  | 2020 |
Termination benefits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  | $ | 1 |  |  | $ | — |  |  | $ | — |  |  | $ | 1 |
Maximize B2B Restructuring Plan |  |  | — |  |  |  | 40 |  |  |  | (3 | ) |  |  | 37 |
Business Acceleration Program |  |  | 13 |  |  |  | (1 | ) |  |  | (6 | ) |  |  | 6 |
Lease and contract obligations, accruals for facilities closures and other costs: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merger-related accruals |  |  | — |  |  |  | 2 |  |  |  | — |  |  |  | 2 |
Maximize B2B Restructuring Plan |  |  | — |  |  |  | 2 |  |  |  | — |  |  |  | 2 |
Business Acceleration Program |  |  | 5 |  |  |  | 15 |  |  |  | (16 | ) |  |  | 4 |
Comprehensive Business Review |  |  | 3 |  |  |  | — |  |  |  | (1 | ) |  |  | 2 |
Total |  | $ | 22 |  |  | $ | 58 |  |  | $ | (26 | ) |  | $ | 54 |
The short-term and long-term components of these liabilities are included in Accrued expenses and other current liabilities and Deferred income taxes and other long-term liabilities, respectively, in the Condensed Consolidated Balance Sheets.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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